Forestar Group Inc. — Director's Dealing 2017

Oct 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2017-10-05

Reporting Person: RUBRIGHT JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-05	Common Stock	D	100480	—	Disposed	0	Direct
2017-10-05	Common Stock	A	8	—	Acquired	8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-05	Restricted Share Units	$	D	39885	Disposed		Common Stock (39885)	Direct

Footnotes

F1: Includes 210 shares of Forestar Group Inc. (the "Issuer") common stock ("Common Stock") and 100,270 Issuer restricted share units. These restricted share units would otherwise have been settled in Common Stock, on a one-for-one basis, upon the Reporting Person's retirement.

F2: Upon the closing of the merger (the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among D.R. Horton, Inc., Force Merger Sub, Inc. and the Issuer, (a) each outstanding share of Common Stock was cancelled and converted into the right to receive either (i) a cash payment of $17.75 per share (the "Cash Consideration") or (ii) one new share of Common Stock, at the election of the holder and subject to proration. Due to proration, each holder of Common Stock who elected Cash Consideration received the Cash Consideration for 89.030037% of the shares subject to such election (rounded to the nearest whole number) and one new share of Common Stock for each of the remaining shares of Common Stock subject to such election.

F3: The Reporting Person elected to receive Cash Consideration in the Merger, which was subject to proration as described in footnote 2.

F4: Pursuant to the Merger Agreement, upon the effectiveness of the Merger, each outstanding Issuer restricted share unit was cancelled and converted into the right to receive an amount of cash equal to the Cash Consideration, and each Issuer option to purchase Common Stock was cancelled and converted into the right to receive an amount of cash equal to the excess, if any, of the Cash Consideration over the exercise price of such option.

F5: These restricted share units would otherwise have been settled for the cash value of a share of Common Stock, on a one-for-one basis, following the Reporting Person's retirement. These restricted share units were vested on the date of grant.